General Terms and Conditions of the contractor atuin media gmbh, hereinafter referred to as AMG (as of 2025).

Validity

Contractual basis. AMG concludes contracts and provides services exclusively on the basis of the written offers prepared by AMG, as well as the respective valid version of any descriptions of services included in the offer (e.g. individual documents or general folders), price lists and these General Terms and Conditions. Unless they are merely project-specific (e.g. individual documents), the descriptions of services, price lists and general terms and conditions shall apply to all legal relationships between AMG and the client and shall therefore automatically form the basis of all further contracts concluded between AMG and the respective client in the most recent version, even if these price lists, product descriptions and general terms and conditions are no longer expressly referred to.

Future changes. Changes to the descriptions of services, price lists and General Terms and Conditions of AMG shall be notified to the client in writing and shall be deemed to have been agreed if the client does not object within two weeks. Once the new agreement comes into force, the changes to the General Terms and Conditions shall also apply to all other current contracts.

Additional agreements. All forms of additional agreements, both prior to the conclusion of the contract and during the term of the contract, must be in writing in order to be valid. This also applies to any deviation from the written form requirement.

Contractual components on the part of the client. Even if AMG is aware of them, specifications from the client regarding the content of the service shall only become part of the contract if they are integrated into the offer by AMG or otherwise expressly accepted by AMG, for example by reference to these specifications. Legal elements provided by the client, such as general terms and conditions or contractual clauses, shall only become effective, even if AMG is aware of them, if they are expressly accepted by AMG with an additional note including these legal texts (e.g. "GTC accepted"). Otherwise, AMG expressly objects to the inclusion of legally formative elements, such as general terms and conditions or contractual clauses, of the client. The mere acceptance by AMG of specifications regarding the client's service content therefore does not constitute acceptance of the client's legal texts, even if these specifications contain legally formative elements such as "Our General Terms and Conditions apply").

Procedure in the event of contradictions. In the event of contradictions between the offer, any descriptions of services (project-specific documents, general documents), any price lists and AMG's General Terms and Conditions, these shall apply in the order stated. The individualised components therefore automatically amend the more general components of the contract. In the event of contradictions between contractual elements of AMG and contractual elements of the client, all contractual elements of AMG shall take precedence.

Procedure in the event of invalidity. Should individual provisions of the contract be invalid or unenforceable, the invalid provision shall be replaced by a valid provision that comes as close as possible to the economic sense and purpose of the invalid provision.

Conclusion of contract

Offer by AMG. Offers from AMG to the client, e.g. in the form of an individual offer to the client or a non-individualised offer such as an order form, catalogue or web shop, are without exception subject to change and non-binding.

Offer by the client. If the client places an order on the basis of an offer or even unsolicited, i.e. without a prior offer from AMG, e.g. in the case of additional orders in ongoing business relationships, the client shall be bound by this order for a fortnight from its receipt by AMG.

Acceptance by AMG. The contract is therefore only ever concluded when AMG accepts the order. Acceptance must always be made in writing, e.g. by order confirmation, unless AMG indicates that it accepts the order, e.g. by taking action based on the order that is evident to the client. A mere confirmation of receipt of the order does not constitute acceptance of the order. Should individual provisions of the contract be invalid or unenforceable, the invalid provision shall be replaced by a valid provision that comes as close as possible to the economic sense and purpose of the invalid provision.

Scope of services, order processing and the client's duty to co-operate

Place of fulfilment The place of fulfilment is the registered office of AMG.

Scope of services. The scope of the services to be provided is set out in AMG's written service description, which is derived from all parts of the contract. Information from other sources not included in the offer (e.g. presentation documents, websites or catalogues) is not part of the service description. The client is obliged to check the service description for compliance with its requirements and for completeness. After the order has been placed, changes to the service description are only possible by mutual agreement and may in particular lead to changes in prices, deadlines and dates.

Professional performance. Unless otherwise stipulated in the written service description, AMG shall be responsible for professional execution in accordance with the time of submission of the offer. Within the framework of the written service description, AMG shall have freedom of design in the execution of the services, insofar as several professional options for execution exist.

Interchangeable services. Insofar as this is consistent with the objectives of the order, AMG shall be authorised to deviate from the service description and replace services with other equivalent services.

Third-party services. AMG shall be entitled to carry out the services itself, or to obtain services from third parties.

Agreed third-party services. In the event that the provision of a service is agreed with the client as an external service (agreed external service), the contractual obligation shall consist exclusively in the provision of a third party. In the case of agreed third-party services, AMG is therefore only obliged to select someone else to provide the service on the basis of its own contract with the client. AMG is authorised to commission the third-party service in its own name or in the name of the client, as well as for its own account or for the account of the client, at its own discretion. If AMG concludes the contract in its own name and/or for its own account, this is done exclusively in the interests of the client for the purpose of simplified contract and payment processing. The third party is therefore not active in the pursuit of AMG's interests and is therefore not included in AMG's interest pursuit programme and therefore not included in AMG's area of risk. AMG is therefore not obliged to provide the specific service in the case of agreed third-party services. As AMG's service consists exclusively of the provision of a third party, the client shall be obliged, at AMG's request at any time, to enter into the contract concluded by AMG with the third party for agreed third-party services and to indemnify and hold AMG harmless from this contractual relationship.

Divisible services. In the case of divisible services, AMG shall be authorised to make partial deliveries.

Expiry. The client must collect all services commissioned from AMG or handed over to AMG for processing by the due date. In the event that the services are not collected on time, AMG shall be entitled to dispose of the services after three months at the client's expense.

Dates and deadlines. Dates or deadlines specified by AMG are non-binding unless they are expressly labelled as binding.

Contractual term. Contracts for an indefinite period may be cancelled subject to any minimum term and subject to a notice period of 8 weeks to the end of the month.

Unforeseeable or unavoidable events. Unforeseeable or unavoidable events - in particular default by the client in fulfilling its obligations and unforeseeable and unavoidable delays at AMG or AMG's contractors - shall extend deadlines or postpone dates by the duration of the unforeseeable and unavoidable event plus the duration of the organisational measures required in such a case. AMG shall inform the client of this in writing.

Obligations of the client to co-operate. The client must provide AMG with all information in writing without delay, without being requested to do so and in a form that can be processed further, and must provide all services required for AMG to provide the services. This includes, in particular, the provision of a contact person for contract fulfilment, the provision of documents, materials and equipment, the coordination of order details and the acceptance (approval) of partial services and services. If the need for the provision of information or services by the client only becomes known during the provision of the services by AMG, the client must provide these without delay. The client must check the information and services provided by him for their suitability, accuracy and legality. The client shall be liable for all damage caused by defective, delayed or omitted cooperation on the part of the client, and in particular for any additional expenses incurred by AMG as a result. If AMG is unable to perform the services as agreed due to defective, delayed or omitted cooperation on the part of the client, AMG shall also be entitled, without prejudice to other rights, to interrupt the performance of the service, to postpone other services for other clients and only to perform the services for the client once these services have been completed,

Interventions by the client. If the client intervenes in AMG's services without authorisation in a manner not agreed and makes changes, the client shall be liable for any additional expenses incurred by AMG as a result, e.g. for inspection, documentation, identification of defects, classification of defects, rectification of defects.

Inspection obligations of AMG. AMG shall only be liable for ensuring that the services provided by AMG are not in themselves unlawful (e.g. use of a copyrighted work without the author's consent). However, AMG is under no obligation to legally check the services provided by AMG for any infringement of third-party rights or for any legal infringements resulting from the type of use planned by the client (e.g. the use of a graphic as a logo). The client must carry out these legal checks himself or have them carried out by an appropriately trained legal expert, in particular with regard to administrative, criminal, competition, trademark, labelling, design protection, copyright, personality and data protection law.Insofar as AMG points out the need for an additional legal review of services with regard to other rights or other risks before the order is placed or during the order after new order details become known, the liability for carrying out this legal review with regard to other rights or for taking these risks in the event that Insofar as AMG points out the need for an additional legal review of services with regard to other rights or other risks before the order is placed or during the order after new order details become known, liability for carrying out this legal review with regard to other rights or for taking these risks shall be transferred to the client in the event that AMG has a duty of disclosure or review. AMG's service shall therefore be deemed to have been provided in accordance with the order and agreement.

Rights to the services. In principle, AMG or AMG's licensors shall be entitled to all rights to the agreed services. The client shall receive the right to use the services after full payment of the agreed fee to the extent agreed with AMG or predefined by the licensors. In the event that the scope has not been agreed, this shall include non-exclusive use for the client's own use within the client's company, which does not include the right to sub-licence or transfer to third parties (or affiliated companies), whereby the right to edit is restricted to the minimum required by law. The client is aware that AMG's services are often based on the works or services of third parties with different licence conditions. The client must comply with these licence conditions for third-party services or works that are part of AMG's services or works.

Reference. AMG is authorised to refer to AMG and, if applicable, to another author on all services provided by AMG for the client and, subject to written revocation possible at any time, to use data such as the name and logo of the client, project description, project illustrations and similar as a reference or as a reference to the business relationship with the client within the framework of AMG's own advertising material, without the client being entitled to any remuneration for this.

Confidentiality & non-solicitation

Confidentiality. The client must keep secret all confidential information about AMG, its projects and its other clients of which it is aware and may not utilise such information for itself or for third parties. This agreement shall survive any termination of the contract. In the event of a breach of this obligation, a contractual penalty in the amount of EUR 50,000.00 per breach shall be payable.

Non-solicitation clause. The client may not solicit other clients or employees of AMG. This agreement shall remain in force for three years after the end of the contract. In the event of a breach of this obligation, a contractual penalty in the amount of EUR 50,000.00 per breach shall be payable.

Fee

Prices. All prices are ex AMG's registered office or place of business in euros plus VAT at the statutory rate.

Cost estimates. Cost estimates from AMG are non-binding. If, after a non-binding cost estimate has been issued, it is foreseeable that the actual costs will exceed the written estimate by more than 15%, AMG shall inform the client of the higher costs in writing. The cost overrun shall be deemed to have been approved by the client if the client does not object in writing within one week of this notification and, at the same time as the objection, provides a more cost-effective alternative in writing. In the event of a cost overrun of up to 15%, no separate notification is required. This cost overrun shall be deemed to have been approved by the client from the outset.

Additional services. All services provided by AMG that are not expressly covered by the agreed fee, in particular additional services agreed at a later date, shall be remunerated separately.

Advance on costs. AMG shall be entitled to demand advances on costs to cover its own expenses.

Partial services. AMG shall be entitled to charge for partial services.

Unjustified cancellation. In the event that the client cancels the order in whole or in part without gross negligence or wilful misconduct on the part of AMG, AMG shall nevertheless be entitled to the agreed fee. In this case, AMG shall only be entitled to offset any savings from purchases not yet made. The same applies if AMG cancels the contract for an important reason within the sphere of the client.

Price adjustment. In the case of contracts for an indefinite period and contracts with automatic extension of the contract term, AMG shall be entitled to make an appropriate annual price adjustment, taking into account factors such as inflation, consumer and producer price indices, collective labour agreements, currency fluctuations and similar external factors beyond AMG's control. AMG shall also be entitled to make an appropriate price adjustment for individual services after conclusion of the contract if the costs of these services increase by more than 5% without AMG being able to influence this.

Payment

Due date. AMG's invoices are due without any deductions from the invoice date. Services shall only be provided after full payment has been received.

Payability. AMG's invoices must be paid within 7 days of receipt of the invoice.

Prohibition of offsetting and retention. The client shall not be entitled to offset its own claims against AMG's claims, even in the case of related claims, unless the client's claim has been recognised in writing by AMG or established by a court. A right of retention in favour of the client is excluded.

Default of payment. In the event of late payment, the statutory interest applicable between entrepreneurs, but at least 9% per annum, shall be payable. The client shall bear all costs and expenses associated with the collection of the claim, such as in particular collection expenses or other costs necessary for appropriate legal action.

Continued default of payment. Following an unsuccessful reminder from the client, setting a grace period of at least 7 days, AMG may demand immediate payment for all services and partial services already provided, including those under other contracts concluded with the client, and temporarily suspend the provision of unpaid services until all outstanding fees have been paid in full. After a further week has elapsed without payment, AMG shall be entitled to withdraw from all contracts and to demand compensation for loss of profit in addition to payment for services already rendered.AMG shall therefore also be entitled not to perform or to discontinue services that have already been paid for, provided that the discontinuation of the service results in savings and the savings are offset against the outstanding claims. Irrespective of these options, AMG may of course also file an action in court immediately after the due date.**Insofar as AMG and the client conclude an instalment payment agreement, the loss of a deadline shall be deemed to have been agreed in the event that even one instalment is not paid on time.

Payment by instalments. Insofar as AMG and the client conclude an instalment payment agreement, the loss of a deadline shall be deemed to have been agreed in the event that even one instalment is not paid on time.

Liability

Transfer of risk. When goods are dispatched, the risk shall always pass to the customer as soon as AMG has handed over the goods to the transport company. Goods are generally not shipped insured unless the client has commissioned AMG to insure the goods at his own expense.

Obligation to give notice of defects. After requesting an interim acceptance by AMG, after handover and after commencement of live operation, the client must accept ("approve") the services handed over or to be accepted in writing within 8 days at the latest or report any defects or damage in writing. In the event of interim acceptance, AMG may only continue work after interim acceptance / "release" has been carried out. If acceptance or notification of defects is not made in good time, the services shall automatically be deemed to have been accepted by the client. Hidden defects or damage that only occur after the expiry of 8 days, but within open guarantee, warranty or compensation periods, must also be reported by the client within 8 days of being recognised. The obligation to give notice of defects shall apply to all defects or damage which the client should have recognised with the due care of a prudent contractor in the course of an appropriate inspection. Due to the particular importance of interim acceptances for the avoidance of defects, which then affect all further performance steps, the inspection must correspond to a final, detailed and particularly careful inspection. At the time of handover, the inspection must correspond to an initial but nevertheless precise inspection. Due to the particular importance of the start of live operation to prevent damage during operation, the inspection must again correspond to a final, detailed and particularly careful inspection. The client's complaint must describe the defect or damage in detail and in a comprehensible manner. In the case of defects or damage that do not occur continuously, the exact times and conditions under which the defects or damage occurred must be stated. The client shall enable AMG to take all necessary measures to investigate and rectify the defects or damage. If the client fails to give notice of defects in good time, the assertion of guarantee, warranty and compensation claims as well as claims based on other liability regulations, in particular recourse claims, by the client shall be excluded.

Warranty. If parts of the Contractor's services are covered by a guarantee granted by a third party, this guarantee must be claimed directly from the third party (e.g. manufacturer's guarantee). In the event of a guarantee commitment by AMG, the period for asserting the guarantee claim shall commence upon handover. The warranty claim shall expire six months after the client becomes aware of the occurrence of the warranty claim, but no later than the expiry of the warranty period. If the content of the guarantee is not clear from the guarantee promise, AMG shall be liable for the properties usually assumed.

Warranty. The right to warranty and the right to warranty recourse are limited to six months from delivery. The right to warranty is completely excluded for used goods. The customer shall have the right to improvement or replacement or, in the case of minor defects, to a price reduction or, in the case of major defects, to cancellation of the contract at AMG's discretion. The rectification of the defect shall not extend the warranty period, nor shall it begin anew for the part of the service affected by the rectification of the defect.

Error, reduction by more than half. The right to rescission due to error and due to reduction by more than half is excluded.

Damages and other claims. Claims for damages and claims based on other liability regulations, in particular recourse claims by the client, are excluded unless they are based on gross negligence or intent on the part of AMG. Such claims shall expire six months after knowledge of the damage and the damaging party, but in any case three years after the act of infringement. Excluded from this exclusion of liability are claims based on personal injury and other non-dispositive liability provisions.

Protective effect in favour of third parties. It is expressly agreed that this contract does not have any protective effect in favour of third parties.

Liability for agreed third-party services. The respective third parties providing the agreed third-party services are not vicarious agents of AMG. AMG shall therefore only be liable for fault in selection. If the third party is engaged at the suggestion of the client, AMG shall not be liable for the third party at all.

Burden of proof. A reversal of the burden of proof to the detriment of AMG is excluded. In particular, the existence of the defect at the time of handover, the time of discovery of the defect, the timeliness of the notice of defect and the existence and degree of fault must be proven by the client.

Grace period. In the event of non-fulfilment of the contract in accordance with the agreement, the client shall only be entitled to assert claims if he has granted AMG a reasonable grace period of at least fourteen days in writing. This also applies to the cancellation of the contract for good cause.

Cancellation of contract. Cancellation of the contract by the client must be declared in writing by registered letter.

Final provisions

Applicable law All legal relationships and circumstances between the client and AMG shall be governed exclusively by Austrian law to the exclusion of international conflict of law rules.

UN Convention on Contracts for the International Sale of Goods. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.

Place of jurisdiction. The place of jurisdiction for all disputes between AMG and the client shall be the competent Austrian court for Salzburg. However, AMG shall also be entitled to take legal action at the general place of jurisdiction of AMG and the client.